Nothing contained in this Section 10(c) shall require any Indemnitee to contest or continue a contest of a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 10(c), if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable to Lessee under this Section 10 in connection with such claim.



In the event an Indemnitee contests any Taxes hereunder, the Indemnitee shall apprise Lessee of all material developments with respect to such contest (provided, however, that a failure to so provide shall not relieve Lessee from its obligations to indemnify hereunder), shall forward copies of all material submissions made in such contest, shall consider in good faith any request concerning the conduct of any such contest and, without waiving the right to be indemnified hereunder with respect to such claim, shall not settle or concede any such contest without the prior written consent of Lessee, which consent shall not be unreasonably withheld.



(d) Forms. Each Indemnitee agrees to promptly furnish from time to time to Lessee or to such other person as Lessee may designate, at Lessee's request and expense, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction, or exemption from any Tax which Lessee may be required to indemnify against hereunder, but only if such Indemnitee may truthfully complete such form and such action shall note have a material adverse effect on such Indemnitee.